As filed with the Securities and Exchange Commission on April 6, 1995.
Registration No. 33-66386
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-11 ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MID-ATLANTIC REALTY TRUST
(Exact name of Registrant as specified in charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
6798
(Primary Standard Industrial)
Classification Code Number)
52-1832411
(I.R.S. Employer Identification
Number)
1306 Concourse Drive, Suite 200
Linthicum, MD 21090
(410) 684-2000
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
F. Patrick Hughes, President
Mid-Atlantic Realty Trust
1306 Concourse Dr., Suite 200
Linthicum, MD 21090
(410) 684-2000
(Name, Address, including zip code, and telephone number,
including
area code, of agent for service)
Copies to:
Abba David Poliakoff, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander
233 East Redwood Street
Baltimore, MD 21202
Approximate date of commencement of proposed sale to
the public: As
soon as practicable after the effective date of this
Registration Statement.
If any of the securities registered on this form are
to be offered on a
delayed or continuous basis pursuant to Rule 415 under
the Securities
Act of 1933, check the following box. X
Prospectus
5,714,086 Common Shares of Beneficial Interest
Of
Mid-Atlantic Realty Trust
To be Issued upon Conversion of
$60,000,000 Aggregate Principal Amount of
7.625% Convertible Subordinated Debentures due 2003
The 7.625% Convertible Subordinated Debentures due
September 15, 2003 ("Debentures") of Mid-Atlantic Realty
Trust ("MART") in the aggregate principal amount of
$60,000,000 are convertible, unless previously
redeemed, at any time prior to maturity into Common
Shares of Beneficial Interest, par value $.01 per share
(the "Shares") of MART at a price of $10.50
per Share, subject to adjustment under certain
circumstances. The Debentures are not redeemable by MART
prior to September 15, 1996, except for reasons
intended to protect MART's status as a real estate
investment trust ("REIT"). The Shares are listed on the
American Stock Exchange under the symbol "MRR".
_________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
______________________________
No person has been authorized to give any information
or to make any representations, other than those
contained in this Prospectus in connection
with this offering and, if given or made, such
information or representations must not be
relied upon as having been authorized by MART or any
other person. This Prospectus does not constitute an
offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of any
offer to buy, to any person in any jurisdiction in which
such offer or solicitation is not authorized, or to any
person to whom it is unlawful to make such offer or
solicitation. The delivery of this Prospectus at any time
does not imply that information herein is correct as of
any time subsequent to its date.
______________________________
The date of this Prospectus is April 6, 1995
AVAILABLE INFORMATION
MART is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission")
relating to its business, financial condition and other
matters (File No. 1-12286). Such materials may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and are available for inspection
and copying at the regional offices of the Commission
located at 7 World Trade Center, New York, New York 10048
and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may be
obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. These documents, or parts
thereof, have been incorporated by reference in the
registration statement of which this Prospectus forms a
part.
The Shares and Debentures are listed for trading on the
American Stock Exchange. Consequently, MART also files
reports, proxy and information statements and other
information concerning MART with the American Stock
Exchange, which materials may be inspected at the offices
of the American Stock Exchange at 86 Trinity Place, New
York, New York 10006-1881.
INCORPORATION OF CERTAIN INFORMATION BY
REFERENCE
MART hereby incorporates by reference in this
Prospectus the following documents filed with the
Commission:
(i) Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
(ii) All other reports filed pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (i)
above;
(iii) Description of the Shares contained in MART's
registration statement filed pursuant to Section 12 of
the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c),14 or 15(d)
of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering
shall be deemed to be incorporated by reference into this
Prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent
that a statement contained herein or in a document
subsequently filed modifies or supersedes
such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
MART will provide, without charge, to each person
(including any beneficial owner) to whom this Prospectus
is delivered, upon oral or written request, a copy of any
of the documents referred to above which have been
incorporated herein by reference (other than exhibits to
such information unless such exhibits are specifically
incorporated by reference into the information that the
Prospectus incorporates). Requests for such documents
should be directed to MART, Attn: Paul F. Robinson,
Secretary, Gateway International, 1306 Concourse Drive,
Suite 200, Linthicum, Maryland 21090; tele- phone number
(410) 684-2000.
<PAGE>
THE COMPANY
MART is a fully integrated, self managed real
estate investment trust which owns, leases,
develops, redevelops and manages its retail
shopping center facilities and commercial
properties. MART's primary objective is to manage
the properties for long-term cash flow growth.
The principal strategies are to grow the portfolio
through the selective acquisition of additional
properties in the Mid-Atlantic region,
redeveloping or developing retail properties on a
selective basis, and, when appropriate, divesting
through sale or exchange of non-strategic
properties.
The principal executive offices of MART are
located at Gateway International, 1306 Concourse
Drive, Suite 200, Linthicum, Maryland 21090;
telephone (410) 684-2000.
CONVERSION OF THE DEBENTURES
The Debentures were issued under an indenture
between MART and NationsBank Trust Company, N.A.
(formerly Security Trust Company, N.A.),
Baltimore, Maryland, as Trustee, Registrar and
Conversion Agent, which sets forth the terms and
provisions relating to the Debentures. A copy of
the Indenture is filed as an exhibit to the
Registration Statement.
Method of Converting
The holders of the Debentures are entitled at
any time prior to maturity, subject to prior
redemption, to convert the Debentures or portions
thereof (which are $1,000 or multiples thereof)
into Shares at the conversion price of $10.50 per
Share (subject to adjustments as described below).
No payment or adjustment will be made for accrued
interest on a converted Debenture. If the
Debentures are called for redemption, conversion
rights will expire at the close of business on the
redemption date, unless MART defaults in payment
due upon such redemption.
To convert a Debenture, a holder must (1)
complete and sign the conversion form on the back
of the Debenture certificate, (2) surrender the
Debenture certificate to the Conversion Agent, (3)
furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, and
(4) pay any transfer or similar tax if required.
A holder may convert a portion of a Debenture if
the portion is a $1,000 principal amount or a
multiple thereof.
Adjustment of Conversion Price
The conversion price is subject to adjustment
under certain conditions including: (i) the
payment of dividends (and other distributions) in
Shares; (ii) subdivisions, combinations and
reclassifications of the Shares, (iii) the
issuance to all or substantially all Share holders
of rights or warrants entitling them to subscribe
for or purchase Shares at a price per share (or
having a conversion price per share) less than the
conversion price or the then current market; and
(iv) distributions to all or substantially all
holders of any shares of any class other than the
Shares of evidences of indebtedness or assets
(including securities, but excluding rights,
warrants, dividends and distributions specified in
the Indenture) of MART. The foregoing is subject
to the limitation that all adjustments by reason
of any of the foregoing would not be made until
they result in a cumulative change in the
conversion rate of at least 1%. Notwithstanding
the foregoing, no adjustment will be required if
holders of the Debentures receive notice of and
are allowed to participate in such transactions,
and no adjustment will be required for rights to
purchase Shares pursuant to a Company plan for
reinvestment of dividends or interest, or for a
change in the par value of the Shares. To the
extent that Debentures become convertible into
cash, no adjustment will be required thereafter as
to cash. In the event MART shall effect any
capital reorganization or reclassification of its
shares or shall consolidate or merge with or into
any other entity (other than a consolidation or
merger in which MART is the surviving entity) or
shall sell or transfer substantially all its
assets to any other entity, the registered owners
of the Debentures shall, if entitled to convert
such shares at any time after such transaction,
receive upon conversion thereof, in lieu of each
Share into which the Debentures would have been
convertible prior to such transaction, the same
kind and amount of securities, cash or property as
shall have been issuable or distributable had the
Debentures been converted immediately prior to
such transaction. The Board of Trustees also has
the authority to resolve any ambiguity or correct
any error relating to adjustment of the conversion
price of the Debentures, and its actions in so
doing shall be final and conclusive.
No Fractional Shares
Fractional Shares will not be issued upon
conversion. MART will pay cash in lieu of
fractional Shares upon conversion of Debentures
and will deliver a check for the fractional Share
based upon the current market price of the Shares
on the last trading prior to the conversion date.
Interest Due
Holders of Debentures at the close of business
on an interest payment record date are entitled to
receive the interest payable on such Debentures on
the corresponding interest payment date
notwithstanding the conversion thereof. However,
Debentures surrendered for conversion during the
period from the close of business on any record
date to the opening of business on the
corresponding interest payment date must be
accompanied by payment of an amount equal to the
interest payable on such interest payment date.
Holders of Debentures who convert Debentures on an
interest payment date will receive the interest
payable by MART on such date and need not include
payment in the amount of such interest upon
surrender of Debentures for conversion. Except as
aforesaid, no payment or adjustment is to be made
on conversion for interest accrued on the
Debentures or for dividends on the Shares.
Prohibited Conversions; Ownership Limits
A Debenture holder may not convert any
Debenture into Shares if as a result of such
conversion the Debenture holder or any other
person having an interest in his Debentures would
or, in the determination of the Board of Trustees,
might then be deemed to own "Excess Shares", as
described below.
In order to maintain its qualifications as a
REIT, not more than 50% of MART's Shares may be
owned, directly or indirectly, by five or fewer
individuals (as defined in the Internal Revenue
Code of 1986, as amended (the "Code") to include
certain entities). To ensure that this rule is
not violated and to safeguard MART's qualification
as a REIT, shareholders are subject to "Beneficial
Ownership Limitations" which restrict the
ownership of more than 9.9% of the outstanding
Shares, either in the aggregate or of any class,
unless waived by the Trustees. In addition,
"Constructive Ownership Limitations" restrict the
ownership, under the applicable attribution rules
of the Code (which are different than the rules
applicable to the Beneficial Ownership
Limitations) of more than 9.9% of the outstanding
Shares either in the aggregate or of any class.
The Declaration of Trust of MART also prohibits
certain transfers which would result in MART being
"closely held" or the Shares being held by fewer
than 100 persons. The Trustees may waive these
restrictions ("Ownership Limits") if evidence
satisfactory to it and MART's tax counsel is
presented showing that ownership in excess of this
limit will not jeopardize MART's status as a REIT
or otherwise adversely affect MART.
A purported conversion that would, if
effective, result in Share ownership in violation
of any Ownership Limit will not be permitted by
MART. Moreover, in the event of a conversion in
violation of any Ownership Limit, the number of
Shares in excess of the Ownership Limit would
automatically be converted into "Excess Shares".
Excess Shares are Shares automatically transferred
to a special trust to be maintained by MART in
respect of each such transfer to the extent
necessary to ensure that the purported transfer or
other event does not result in Share ownership in
violation of the Ownership Limit.
A purported holder of Shares converted into Excess
Shares is not entitled to voting rights, except to
the extent required by law, or to any dividends,
distributions or other rights as a shareholder.
If, after the purported transfer or other event
resulting in a conversion of Shares into Excess
Shares and prior to the discovery thereof by MART,
dividends or distributions are paid with respect
to such Shares, then such dividends or
distributions are to be repaid to MART upon
demand.
USE OF PROCEEDS
The net proceeds from the conversion of the
Debentures will be used by MART for acquisition of
new shopping center properties and general
corporate purposes. Although management
constantly reviews possible acquisitions, it has
not at this time identified any properties which
it intends to acquire through the proceeds of
conversions. Pending application of any net
proceeds, MART will invest such proceeds in
interest-bearing accounts and short-term,
interest-bearing securities which are intended to
permit MART to continue to qualify as a REIT for
federal income tax purposes. It is not possible
at this time to estimate the amount of proceeds,
if any, to be derived from the conversion of the
Debentures.
LIMITATION OF LIABILITY AND
INDEMNIFICATION OF TRUSTEES AND
OFFICERS
Under Maryland law, a Maryland real estate
investment trust is permitted to limit, by
provision in its declaration of trust, the
liability of trustees and officers so that no
trustee or officer shall be liable to the trust or
to any shareholder for money damages except (i)
for and to the extent of actual receipt of an
improper personal benefit in money, property or
services, or (ii) for active and deliberate
dishonesty established by a final judgment as
being material to the cause of action. MART's
Declaration of Trust has these provisions.
MART's Declaration of Trust and Bylaws require
MART to indemnify its Trustees and officers to the
fullest extent permitted under Maryland law. As a
result, MART is required to indemnify any present
or former Trustee or officer, including any
director and officer of BTR Realty, Inc. ("BTR"),
the predecessor of MART, against any claim or
liability, including all judgments, penalties,
fines, settlements and expenses, unless it is
established that (i) his act or omission was
committed in bad faith or was the result of active
and deliberate dishonesty, (ii) he actually
received an improper personal benefit in money,
property or services, or (iii) in the case of a
criminal proceeding, he had reasonable cause to
believe that his act or omission was unlawful. In
addition, MART is required to pay or reimburse, in
advance of final disposition of a proceeding,
reasonable expenses incurred by such person
provided that MART shall have received (i) a
written affirmation by the Trustee or officer of
his good faith belief that he has met the standard
of conduct necessary for indemnification by MART,
and (ii) a written undertaking by or on his behalf
to repay the amount paid or reimbursed by MART if
it shall ultimately be determined that the
standard of conduct was not met. MART's
Declaration of Trust and Bylaws also require MART
to provide indemnification, payment or
reimbursement of expenses to a present or former
director or officer who served a predecessor of
MART in such capacity, and to any employee or
agent of MART or a predecessor of MART, and permit
MART to provide such other and further
indemnification or payment or reimbursement of
expenses as may be permitted by Section 2-418 of
the Maryland General Corporations Law for
directors of Maryland corporations.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to Trustees and officers of MART
pursuant to the foregoing provisions or otherwise,
MART has been advised that, although the validity
and scope of the governing statute has not been
tested in court, in the opinion of the SEC, such
indemnification is against public policy as
expressed in such Act and is, therefore,
unenforceable. In addition, indemnification may
be limited by state securities law.
ADDITIONAL INFORMATION
MART has filed with the Commission, 450 Fifth
Street N.W., Washington, D.C. 20549, a
Registration Statement on Form S-11 under the
Securities Act and the rules and regulations
promulgated thereunder, with respect to the
Debentures and the Shares. This Prospectus, which
is part of the Registration Statement, does not
contain all of the information set forth in the
Registration Statement and the exhibits and
financial schedules thereto. For further
information with respect to MART and the
securities offered, reference is made to the
Registration Statement and such exhibits and
schedules, copies of which may be examined without
charge at, or obtained upon payment of prescribed
fees from, the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and will also be
available for inspection and copying at the
regional offices of the Commission located at 7
World Trade Center, New York, New York 10048 and
at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511.
Statements contained in this Prospectus as to
the contents of any document which is filed as an
exhibit to the Registration Statement are not
necessarily complete, and each such statement is
qualified in its entirety by reference to the full
text of such document.
MART is required to file reports and other
information with the Commission pursuant to the
Exchange Act. In addition to applicable legal or
American Stock Exchange requirements, if any,
holders of the Shares will receive annual reports
containing audited financial statements with a
report thereon by its independent certified public
accountants, and quarterly reports containing
unaudited financial information for each of the
first three quarters of each fiscal year.
LEGAL MATTERS
Certain legal matters will be passed upon for
MART by Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, Baltimore, Maryland.
LeRoy E. Hoffberger, Chairman of the Board of
MART, is of counsel to such firm; Marc P. Blum, a
Trustee of MART is a member of such firm. Members
of such firm own approximately 9,300 Shares of
MART.
EXPERTS
The financial statements of Mid-Atlantic
Realty Trust and subsidiaries as of December 31,
1994 and 1993 and the year ended December 31, 1994
and the period ended December 31, 1993 and of BTR
Realty, Inc. and subsidiaries for the period ended
September 10, 1993 and for the year ended December
31, 1992 have been incorporated by reference
herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants,
incorporated by reference herein, and upon the
authority of said firm as experts in accounting
and auditing.
The report of KPMG Peat Marwick LLP refers to
changes in the method of accounting for income
taxes and for lease termination payments.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
See Item 34 of the Registrant's Registration
Statement on Form S-11 and amendments thereto.
Item 15. Indemnification of Directors and
Officers.
See Item 35 of the Registrant's Registration
Statement on Form S-11 and amendments thereto.
Item 35. Exhibits.
Exhibit
Number Description of Exhibits
1 Form of Placement Agent Agreement.
1(a) Form of Escrow Agreement.
1(b) Underwriting Agreement between
Mid-Atlantic Realty Trust and NatWest
Securities Limited, As
Representative of the Several Underwriters
(incorporated by reference to the
Registrant's Current
Report Form 8-K, File No. 1-12286,
filed with the Commission
on September 13, 1993, and
included therein as Exhibit 1(a)).
1(c) Placement Agency Agreement between
Mid-Atlantic Realty Trust and
National Westminster Bank
PLC -Capital Markets Branch, As
Placement Agent (incorporated by
reference to the Registrant's
Current Report Form 8-K, File No.
1-12286, filed with the
Commission on September 13, 1993,
and included therein as Exhibit
1(b)).
2 Agreement and Plan of Merger
between BTR Realty, Inc.
and Mid-Atlantic Realty Trust
(incorporated by
reference to the Registrant's
Current Report
Form 8-K, File No. 1-12286, filed
with the Commission on September
13, 1993,
and included therein as Exhibit
2).
3(a) Declaration of Trust of the
Registrant, dated June 29, 1993.
3(b) By-laws of the Registrant.
4(a) Specimen certificate for Common
Shares of Beneficial Interest.
4(b) Trust Indenture between Mid-Atlantic
Realty Trust and Security Trust
Company, N.A.
5 Opinion of Gordon, Feinblatt,
Rothman, Hoffberger
& Hollander as to legality of
Shares and
Debentures to be issued.
8 Tax opinion of Gordon, Feinblatt,
Rothman,
Hoffberger & Hollander.
10(a) Mid-Atlantic Realty Trust 1993
Omnibus Share Plan.
10(b) Employment Agreement between BTR
Realty, Inc. and F. Patrick Hughes.
10(c) Employment Agreement between BTR
Realty, Inc. and Paul F. Robinson.
10(d) Commitment Letter of First National
Bank of MD for Credit
Line to Mid-Atlantic Realty
Trust.
11 Statement re Computation of Per
Share Earnings
(incorporated by reference to the
Registrant's
Current Report Form 8-K, File No.
1-12286,
filed with the Commission on
September 13, 1993,
and included therein as Exhibit
11).
12 Calculation of Ratio of Earnings to
Fixed
Charges (incorporated by
reference to the Registrant's
Current Report Form 8-K, File No.
1-12286, filed with
the Commission on September 13,
1993,
and included therein as Exhibit
12).
22 Subsidiaries of the Registrant
(incorporated by
reference to the Form 10-K of the
Registrant for
the fiscal year ended December
31, 1993, File No. 1-2286).
23(a) Consent of Gordon, Feinblatt,
Rothman,
Hoffberger & Hollander (included
in Exhibit 5 & 8).
23(b)* Consent of KPMG Peat Marwick LLP.
25 Statement of Eligibility of the
Trustee.
___________________________________
* Filed herewith.
Item 17. Undertakings.
(1) The undersigned Registrant hereby
undertakes:
(a) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement;
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date
of the registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement,
provided, however, that the undertakings contained
in paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post- effective amendment shall be deemed to
be a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
The undersigned Registrant hereby undertakes
to supplement the Prospectus, after the expiration
of the subscription period, to set forth the
results of the subscription offer, the
transactions by the underwriters during the
subscription period, the amount of unsubscribed
securities to be purchased by the underwriters,
and the terms of any
subsequent reoffering thereof. If any public
offering by the underwriters is to be made on
terms differing from those set forth on the cover
page of the Prospectus, a post-effective amendment
will be filed to set forth the terms of such
offering.
The undersigned Registrant hereby undertakes
to deliver or cause to be delivered with the
Prospectus, to each person to whom the Prospectus
is sent or given, the latest annual report to
security holders that is incorporated by reference
in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Securities Exchange Act of 1934;
and to deliver, or cause to be delivered to each
person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically
incorporated by reference in the Prospectus to
provide such interim financial information
required to be presented by Article 3 of
Regulation S-X.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has
duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State
of Maryland, on February 28, 1995.
MID-ATLANTIC REALTY TRUST
By: /s/ F. Patrick Hughes
F. Patrick Hughes, President
Pursuant to the requirements of the Securities
Act of 1933, this registration statement on Form
S-3 has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/
______________________________________
Trustee, Chairman of the February 28, 1995
LeRoy E. Hoffberger Board of Trustees
/s/
______________________________________
Trustee, President - (Principal February 28, 1995
F. Patrick Hughes Executive Officer)
/s/
______________________________________
Principal Financial Officer February 28, 1995
Paul Bollinger
/s/
______________________________________
Trustee February 28, 1995
David F. Benson
/s/
______________________________________
Trustee February 28, 1995
Marc P. Blum
/s/
______________________________________
Trustee February 28, 1995
Robert A. Frank
/s/
______________________________________
Trustee February 28, 1995
M. Ronald Lipman
/s/
______________________________________
Trustee February 28, 1995
Stanley J. Moss
/s/
______________________________________
Trustee February 28, 1995
Daniel S. Stone
<PAGE>
Exhibit 23(b)
<PAGE>
Exhibit 23(b)
The Board of Trustees
Mid-Atlantic Realty Trust
We consent to incorporation by reference in the registration
statement on Form S-8 of Mid-Atlantic Realty Trust of our
report dated February 16, 1995, relating to the consolidated
balance sheets of Mid-Atlantic Realty Trust and subsidiaries as
of December 31, 1994 and 1993, and the related consolidated
statements of operations, shareholders' equity and cash flows
for the year ended December 31, 1994 and the period ended
December 31, 1993 and the consolidated statements of
operations, shareholders' equity and cash flows of BTR Realty,
Inc. and subsidiaries for the period ended September 10, 1993
and for the year ended December 31, 1992 and all related
schedules, which report appears in the December 31,
1994 annual report on Form 10-K of Mid-Atlantic Realty Trust.
KPMG Peat Marwick LLP
Baltimore, Maryland
March 31, 1995
